| | Item 4(a) is hereby amended and restated in its entirety as follows.
The securities were acquired for investment purposes. The Reporting Persons entered into the transaction to obtain an equity position in the Issuer and exposure to the Issuer's business and growth prospects, including through the potential exercise of the warrants described above.
As of the date of this filing, the Reporting Persons have engaged and intend to continue to engage in discussions with management and members of the board of directors of the Issuer regarding the Issuer's business, financial condition, operations, corporate governance, and strategic direction. Such discussions have related to, and may continue to relate to, among other things, potential changes to the composition of the Issuer's board of directors and management, as well as potential changes to the Issuer's business strategy and corporate structure.
Except as described in this Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to or would result in: (i) any extraordinary corporate transaction involving the Issuer, including a merger, reorganization, or liquidation; (ii) any sale or transfer of a material amount of the Issuer's assets; (iii) any change in the present board of directors or management of the Issuer; (iv) any material change in the Issuer's capitalization or dividend policy, or financing structure; (v) any other material change in the Issuer's business or corporate structure; (vi) any changes in the Issuer's charter, bylaws, or other governing documents; or (vii) causing the Issuer's securities to be delisted from a national securities exchange or cease to be registered under the Securities Exchange Act of 1934 ("Act").
The Reporting Persons may, from time to time, review their investment in the Issuer and take such actions as they deem appropriate based on market conditions, the Issuer's performance, business prospects, and other factors, which may include acquiring additional securities of the Issuer, exercising warrants, disposing of some or all of their securities, or otherwise modifying their investment position. The foregoing description of the Reporting Persons' purposes and intentions is subject to change at any time, and the Reporting Persons reserve the right to engage in discussions with the Issuer, its management, its board of directors, or other shareholders, or to consider or pursue any of the actions described above, subject to applicable law. Other than the discussions described above, the Reporting Persons are not party to any agreement, arrangement, or understanding with respect to any of the matters described in this Item 4.
On January 9, 2026, Solios, Inc. exercised its Cash Pre-Funded Warrants and acquired 461,538 shares of Common Stock of the Issuer. In addition, in January 2026, the MNNC Funds disposed of certain shares of Common Stock in open-market transactions, as described in Item 5 below. |
| (a) | Item 5(a) is hereby amended and supplemented as follows.
Unless otherwise indicated, the percentage ownership calculations below are based on 33,363,003 shares of the Issuer's Common Stock outstanding as of January 20, 2026, as reported to the Reporting Persons by the Issuer.
On January 9, 2026, Solios exercised its Cash Pre-Funded Warrants on a cashless basis resulting in the acquisition of 461,538 shares of Common Stock. Following such exercise, Solios held the following securities of the Issuer: (i) 461,538 shares of the Issuer's Common Stock; (ii) Cryptocurrency Pre-Funded Warrants exercisable for 4,871,192 shares of Common Stock; (iii) Cash Stapled Warrants exercisable for 461,538 shares of Common Stock; and (iv) Cryptocurrency Stapled Warrants exercisable for 4,871,192 shares of Common Stock. As a result, following the transaction described above, Solios, Inc. may be deemed to beneficially own an aggregate of 5,794,268 shares of Common Stock, representing approximately 14.9% of the Issuer's outstanding Common Stock.
On January 9, 2026, MNNC Master Fund sold 269,321 shares of Common Stock at a price of $1.9253 per share. On January 12, 2026, MNNC Master Fund sold an additional 192,307 shares of Common Stock at a price of $1.9653 per share. Following these transactions, MNNC Master Fund held no shares of the Issuer's Common Stock and held Cash Stapled Warrants exercisable for 461,538 shares of Common Stock. As a result, following the transactions described above, MNNC Master Fund may be deemed to beneficially own 461,538 shares of Common Stock, representing approximately 1.4% of the Issuer's outstanding Common Stock.
On January 9, 2026, MNNC BTC Master Fund sold 260,411 shares of Common Stock at a price of $1.9253 per share. On January 12, 2026, MNNC BTC Master Fund sold an additional 47,281 shares of Common Stock at a price of $1.9653 per share. Following these transactions, MNNC BTC Master Fund held no shares of the Issuer's Common Stock and held Cash Stapled Warrants exercisable for 307,692 shares of Common Stock. As a result, following the transactions described above, MNNC BTC Master Fund may be deemed to beneficially own 307,692 shares of Common Stock, representing approximately 0.9% of the Issuer's outstanding Common Stock.
FalconX Alpha, as the sole stockholder of Solios, may be deemed to beneficially own the securities reported herein as directly owned by Solios.
MNNC GP, as the general partner of the MNNC Funds, may be deemed to beneficially own the securities reported herein as indirectly beneficially owned by the MNNC Funds.
Monarch Digital, as the holder of a majority of the voting equity of MNNC GP, may be deemed to beneficially own the securities reported herein as indirectly beneficially owned by MNNC GP.
FalconX Holdings, as the sole stockholder of each of FalconX Alpha and Monarch Digital, may be deemed to beneficially own the securities reported herein as indirectly beneficially owned by each of FalconX Alpha and Monarch Digital. |